Terms of Use for Low Orbit

1. General

1.1 These terms and conditions ("Terms") apply to fixed-fee creative, design, art direction and related consulting services provided by Low Orbit AB, reg. no. 559043-5565 ("Low Orbit", "we", "us") to the customer identified in the applicable quote, order confirmation, proposal or other written agreement ("Customer", "you").

1.2 These Terms together with any applicable quote, proposal, statement of work, order confirmation or other written agreement between Low Orbit and the Customer (the "Order") form the entire agreement between the parties (the "Agreement"). In the event of conflict, the following order of precedence shall apply: (a) the Order, (b) these Terms, and (c) any other expressly agreed written appendices.

1.3 By accepting an Order, instructing Low Orbit to begin work, or otherwise using or accepting the deliverables, the Customer accepts these Terms.

2. Scope of Services

2.1 Low Orbit provides creative and consulting services, including art direction, concept development, design advisory, visual development and related deliverables, as specified in the relevant Order (the "Services").

2.2 The exact scope, deliverables, assumptions, timeline, milestones, review rounds, format of delivery and fixed fee shall be set out in the applicable Order.

2.3 Unless expressly stated in the Order, the following are not included in the fixed fee: (a) additional revision rounds beyond those expressly included, (b) work arising from changed instructions, changed scope, or delayed feedback from the Customer, (c) production costs, media buying, printing, travel, accommodation or other third-party costs, (d) coding, implementation, localisation, legal review, regulatory review or technical integration, and (e) licenses for fonts, stock assets, software, music, footage, plug-ins, AI tools or other third-party materials.

2.4 Low Orbit may engage employees, freelancers and subcontractors to perform the Services, provided Low Orbit remains responsible for the performance of the Agreement.

3. Customer Responsibilities

3.1 The Customer shall provide, in a timely manner, all information, materials, access, decisions, approvals and feedback reasonably required for Low Orbit to perform the Services.

3.2 The Customer is responsible for ensuring that all materials, data, instructions and other content supplied by the Customer: (a) are accurate and complete, (b) do not infringe any third-party rights, and (c) may lawfully be used by Low Orbit for the purpose of performing the Services.

3.3 The Customer shall review deliverables and provide consolidated feedback within the timeframes stated in the Order, or if no timeframe is stated, within a reasonable time.

3.4 Delays, additional work or inefficiencies caused by the Customer, including delayed feedback, changed instructions, incomplete briefing or lack of approvals, may entitle Low Orbit to: (a) adjust the timeline, (b) reschedule the work, and/or (c) charge additional fees for resulting extra work.

4. Fees and Payment

4.1 The fees for the Services are set out in the applicable Order. Unless otherwise stated, all fees are stated exclusive of VAT and any other applicable taxes.

4.2 The fixed fee and the applicable payment terms, including any advance payment, milestone payments and final payment, shall be as set out in the applicable Order or offer purchased by the Customer. Unless otherwise stated therein, all invoices are payable within thirty (30) days from the invoice date.

4.3 If the project is paused, delayed or materially affected by the Customer for more than fourteen (14) days, Low Orbit may invoice for work performed, costs incurred and any amounts that have become due under the applicable Order.

4.4 Payment is due within thirty (30) days from invoice date, unless otherwise stated in the Order.

4.5 In the event of late payment, Low Orbit is entitled to statutory reminder fees, default interest and, where applicable, collection costs in accordance with applicable law.

4.6 Low Orbit may suspend performance of the Services, withhold further deliveries and refuse transfer of usage rights in deliverables until all overdue amounts have been paid in full.

5. Changes to Scope

5.1 The fixed fee is based on the scope, assumptions and included review rounds stated in the Order.

5.2 Any request by the Customer to change the scope, deliverables, brief, direction, timeline, dependencies, review process or included output after the Order has been accepted shall be treated as a change request.

5.3 Low Orbit shall be entitled to adjust the fee, delivery timetable and other commercial terms as a result of a change request. Low Orbit is not required to perform work falling outside the agreed scope unless the parties have agreed otherwise in writing.

5.4 If it is unclear whether requested work is included in the fixed fee, Low Orbit's reasonable assessment shall apply unless and until the parties agree otherwise in writing.

6. Timeline and Delivery

6.1 Any delivery dates or timelines are based on the assumptions set out in the Order and on the Customer fulfilling its obligations under the Agreement.

6.2 Low Orbit shall use commercially reasonable efforts to meet agreed timelines, but shall not be liable for delays caused by: (a) the Customer or its representatives, (b) changes to scope or instructions, (c) third-party suppliers, or (d) events outside Low Orbit's reasonable control.

6.3 Unless otherwise agreed, Low Orbit may deliver work in stages, drafts, presentations, working files or final formats as appropriate for the project.

7. Review, Acceptance and Revision Rounds

7.1 The number of included review and revision rounds shall be as stated in the Order.

7.2 Feedback shall be clear, consolidated and submitted by the Customer's designated representative. Feedback from multiple stakeholders that is not consolidated may be treated as additional work.

7.3 A deliverable shall be deemed accepted if the Customer: (a) expressly approves it in writing, (b) uses it externally or internally for its intended purpose, or (c) fails to provide material objections within seven (7) business days from delivery.

7.4 Once a deliverable has been accepted, any further changes requested by the Customer shall be charged separately unless otherwise agreed in writing.

8. Intellectual Property Rights

8.1 Low Orbit retains ownership of all pre-existing materials, know-how, methods, concepts, templates, tools, processes, working methods and other materials developed or owned by Low Orbit independently of the specific project ("Low Orbit Materials").

8.2 Subject to full payment of all amounts due under the Agreement, the Customer receives a non-exclusive, perpetual right to use the final deliverables expressly identified in the Order for the Customer's internal business operations and external marketing/business purposes, unless otherwise stated in the Order.

8.3 Unless expressly agreed otherwise in writing, the Customer does not acquire ownership of: (a) preliminary concepts, drafts, sketches, rejected alternatives or presentation materials, (b) source files, editable working files, production files or raw materials, (c) Low Orbit Materials, or (d) third-party materials included in or used in connection with the Services.

8.4 Transfer of ownership in final deliverables shall apply only if expressly stated in the Order. In the absence of such express wording, Low Orbit grants a right of use in accordance with Section 8.2 only.

8.5 Any third-party materials, including fonts, stock assets, images, music, software, plug-ins, AI tools and similar components, are subject to the applicable third-party license terms. The Customer is responsible for obtaining and maintaining any licenses required for its intended use, unless otherwise expressly agreed in writing.

8.6 Low Orbit may display the Customer's name, logo and non-confidential deliverables in its portfolio, website, pitches, award submissions and other marketing materials, unless the parties have agreed otherwise in writing.

8.7 AI-Generated Content. The Customer acknowledges that the Services may include the use of generative AI tools. The Customer understands that (a) the legal status of copyright in purely AI-generated works is unsettled under Swedish and EU law, and that such works may not be protected by copyright absent sufficient human creative contribution; (b) Low Orbit's grant of rights under Section 8.2 constitutes a contractual right of use to the specific deliverables and does not constitute a warranty that such deliverables are protected by copyright against third parties; and (c) output generated by AI tools may, despite reasonable care, bear unintended similarity to pre-existing works, and final review for such similarity is the Customer's responsibility under Section 9.3.

9. Customer Materials and Approvals

9.1 The Customer retains ownership of materials provided by the Customer to Low Orbit.

9.2 The Customer grants Low Orbit a non-exclusive right to use, reproduce, adapt and process Customer-provided materials solely for the purpose of performing the Services.

9.3 The Customer is solely responsible for final legal, regulatory, brand, marketing and factual approval of all deliverables before publication, launch, production or other use, unless the parties have expressly agreed that Low Orbit shall be responsible for a specific review.

9.4 AI Transparency and Labelling. The Customer is solely responsible for compliance with applicable transparency and labelling requirements for AI-generated content, including but not limited to obligations under Regulation (EU) 2024/1689 (the "AI Act"). Low Orbit shall, upon request, provide reasonable information about the AI tools used in the production of specific deliverables to support the Customer's compliance efforts.

10. Personal Data

10.1 Each party is responsible for its own processing of personal data under Regulation (EU) 2016/679 (GDPR) and other applicable data protection law.

10.2 The Customer warrants that any personal data supplied to Low Orbit has been lawfully collected and may be shared with Low Orbit and its subcontractors for the purpose of performing the Services.

10.3 Where Low Orbit processes personal data on behalf of the Customer as a processor, the parties shall enter into Low Orbit's standard data processing agreement, which is available on request and forms part of the Agreement where applicable.

10.4 The Customer acknowledges that the performance of the Services may involve the transfer of data, including customer-supplied materials, to AI tool providers and other subcontractors, some of which may be located outside the EU/EEA. Low Orbit shall take reasonable steps to ensure that such transfers are covered by appropriate safeguards under applicable law.

10.5 Further information on Low Orbit's processing of personal data is set out in Low Orbit's privacy policy.

11. Confidentiality

11.1 Each party undertakes not to disclose to any third party any confidential information received from the other party in connection with the Agreement, except where disclosure is required by law, regulation, court order or competent authority.

11.2 "Confidential information" means any non-public commercial, technical, financial or operational information that by its nature or circumstances should reasonably be understood to be confidential.

11.3 The confidentiality obligation shall not apply to information that the receiving party can demonstrate: (a) was already lawfully known to it without confidentiality restriction, (b) was publicly available other than through breach of this Agreement, (c) was lawfully received from a third party without duty of confidentiality, or (d) was independently developed without use of the other party's confidential information.

11.4 This Section shall survive termination of the Agreement for a period of three (3) years, or for trade secrets, for as long as such information remains a trade secret under applicable law.

12. Warranties and Limitations

12.1 Low Orbit shall perform the Services with reasonable skill and care and in accordance with generally accepted professional standards for similar services.

12.2 Low Orbit does not warrant that the Services or deliverables will achieve any specific commercial outcome, campaign result, sales result, audience response, regulatory approval or other business objective unless expressly agreed in writing.

12.3 To the maximum extent permitted by law, Low Orbit shall not be liable for: (a) indirect, incidental, special or consequential loss or damage, (b) loss of profit, loss of revenue, loss of business, loss of goodwill, loss of expected savings or loss of data, (c) losses arising from the Customer's use of deliverables contrary to Low Orbit's recommendations or beyond the agreed scope, (d) third-party claims arising from materials, instructions or content supplied by the Customer, or (e) third-party claims arising from similarity between AI-generated deliverables and pre-existing works, provided Low Orbit has performed the Services with reasonable skill and care in accordance with Section 12.1.

12.4 Low Orbit's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort or otherwise, shall not exceed the total fees actually paid by the Customer under the relevant Order.

12.5 Nothing in the Agreement limits liability that cannot be limited under mandatory law.

13. Delay, Suspension and Termination

13.1 Either party may terminate the Agreement with immediate effect by written notice if the other party: (a) commits a material breach of the Agreement and fails to remedy such breach within ten (10) business days after written notice, or (b) becomes insolvent, enters liquidation, suspends payments or may otherwise reasonably be assumed to be unable to fulfil its obligations.

13.2 Low Orbit may suspend performance immediately if the Customer fails to pay an overdue invoice, provided Low Orbit has sent a payment reminder and the overdue amount remains unpaid.

13.3 The Customer may terminate an Order for convenience only if expressly agreed in writing. In the absence of such agreement, fixed-fee Orders are non-cancellable once accepted.

13.4 If the Customer terminates the project for convenience, or if Low Orbit terminates due to the Customer's breach, the Customer shall pay: (a) all work performed up to the termination date, (b) all non-cancellable commitments and third-party costs incurred for the project, and (c) any portion of the fixed fee reasonably corresponding to resources booked, work completed and project value delivered up to the date of termination.

13.5 Upon termination, the Customer's right to use deliverables not fully paid for shall cease.

14. Force Majeure

14.1 Neither party shall be liable for delay or failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to acts of government, war, terrorism, labour disputes, pandemic, fire, flood, power outages, interruptions in telecommunications or internet services, cyber incidents or failures of third-party infrastructure.

14.2 The affected party shall notify the other party without undue delay. If the force majeure event continues for more than sixty (60) days, either party may terminate the affected Order by written notice.

15. Governing Law and Disputes

15.1 The Agreement shall be governed by Swedish law, excluding its conflict of law rules.

15.2 Any dispute arising out of or in connection with the Agreement shall be finally settled by Swedish general courts, with Stockholm District Court as the court of first instance.